When I Was Thirteen…
by ByteHoarder
Summary: AU. Ben's on his third summer trip with his grandfather Max and his annoying, if endearing, cousin Gwen. The problem's that suddenly Ben's feeling funny and he doesn't know why, only that it has something to do with Gwen. Maybe she's put a curse on him… [Ben/Gwen]


**Well, I was originally going to wait to publish this until _after_ I'd published a one-shot that was actually an original born of my own pure brilliance, but those aren't really fast in coming, and this one struck me one night when I had nothing better to do. It sat for a few days, but hey, I can't resist putting up a finished piece of work. This one's much shorter than my previous one-shot, but as usual I've gone overboard with words. I'll also nod towards _haunted-tidalwave's_ story _Utterly Repulsive,_ which was the inspiration for this one. Anyone reading between the two should notice some similar dialogue, and the plot-line is mostly the same. This one's substantially longer though, which is my fault. So, here's hoping people enjoy it and _haunted-tidalwave_ doesn't hunt me down.**

 **Oh, and if it wasn't very obvious I'm not very good with titles. I almost put this one up with "Placeholder Title" as its name before I realized it didn't have a proper one. (That means if anyone comes up with a better name I will shamelessly steal it, with credit).  
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 **When I Was Thirteen…:**

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Ben's stomach crawled again, and he wanted to smack his head against the wall of the RV. This was far from the first time he had been feeling under the weather. Ever since he'd embarked on this trip with his grandfather and his cousin he had been feeling funny at the oddest times, and it was irritating to no end. He was thirteen! He was a superhero! He couldn't have _car sickness._ Gwen would never let him live it down if she knew. The great Ben Tennyson, undone by a few bumps! It was humiliating to even think about. Car sickness? _Car sickness?_

The problem was that even when they were firmly stopped — parked at a stop or getting some gas — Ben's stomach would still flop around. He was at a complete loss to explain why. It was not something that had ever happened before — it certainly hadn't happened before he'd left on the trip — but now that he was with Grandpa Max and Gwen it was happening all the time! Where was the sense in that? Maybe it had something to do with them… But that was ridiculous, he thought. Why would either make his stomach go funny? Point of fact, Grandpa didn't seem connected to it at all, as his stomach was again doing somersaults and the man wasn't even in the vicinity. Ben grumbled to himself as Gwen did that funny thing with her hair — which she had started growing out — again. Just what was wrong with him? Did he have a cold?

That wasn't his only problem this trip, either. He had expected it to be normal — just like the two trips he had done with his grandpa and cousin previously when he had been ten and eleven. After all, why should anything change? He was still the same old Ben, Gwen was still Gwen, and Grandpa was Grandpa. Was it so much to expect things to remain the way they were? Yet they hadn't stayed the way they had been, and that was ignoring Ben becoming a roadtrip lightweight. Since the moment he had joined her on the trip, Ben had found it very hard not to stare at Gwen. It wasn't that she looked funny or anything — in fact she looked quite nice (not that Ben liked admitting such a thing) — and yet Ben still found it immensely difficult to tear his gaze away from her. It was driving him spare.

It made no sense, and yet she was captivating. Whenever she wasn't looking, his eyes followed her around, and Ben didn't know why. She was different, he could see that. There was no doubt she had entered puberty, as she was now taller than him than she had been before. She loved having that extra inch and a half over Ben, which he hated. Since their first summer trip he had been waiting to overtake her, but it had yet to occur. It wasn't so bad, as Ben knew he'd be taller in the end (even besides going to the future there was no way he'd end up shorter than Gwen! It just wasn't likely in the least!), and was already starting to catch up. That wasn't the only thing that had changed, however. Ben couldn't quite pinpoint it, but he knew that she was much prettier than she had been. Gwen hadn't been ugly before, despite what Ben told her, but she was noticeably more beautiful now. She had grown her hair out so that it looked more feminine (not that Ben paid attention to such things, he would assure any mindreaders), and her clothing was nicer too. Her lips seemed more alluring, her eyes more interesting, and her body––– _Nope._ Ben was not going to think about that.

And it didn't end there. Gwen's laughter had always been irritating to an extent to Ben — it was often directed at him. Now it was irritating for quite different reasons. It entranced him and forced him to laugh as well. He loved hearing it and he hated that. He had been fine with the days when he had loved hearing her yelling; he didn't want to be loving her laugh! It was weird, and it was uncomfortable. It made no sense. There were her smiles too. She did them a lot more near him nowadays. It was vexing him because, like her laughter, her smiles forced him to smile too. _That_ made him want to frown. The other's annoyance meant one's happiness — that had always been the way it was with them, until suddenly it wasn't anymore. Now they often got along and had fun together without annoying each other, and Ben was left feeling disconcerted and out of place as though the world had flipped on its axis and he was the only one that had noticed.

The only thing he could conclude from the whole business was that Gwen made his body act abnormally, and he didn't like it. She made him _feel_ things. Things he didn't like to feel… like his palms suddenly going warm, or his stomach feeling as though it were a blender. The worst, though, was his heart. Every time she laughed, or every time she touched him, or every time their hands met, his heart sped up so much that it made Ben feel panicked. Was this what it felt like to have a heart attack? He wondered whether it might be worth seeing a doctor, because surely hearts weren't meant to beat so fast. He felt like the lost pet rabbits he sometimes found, wild and scared and with a heart beating so fast it was about to give out. His own certainly felt weak. It felt pitiful and arrhythmic and _wrong,_ as if he was feeling himself slowly succumb to grave illness.

Ben had started to feel nervous under her gaze, and squirmy. Whenever her green eyes turned his way, he could feel himself begin to sweat, and he couldn't explain why. She wasn't even _doing_ anything, and yet her mere gaze made him fidgety. It made him feel weak that Gwen just _looking_ at him had such an effect, made him feel vulnerable, and that made Ben annoyed, because he _wasn't_ vulnerable. He was a superhero, for crying out loud!

It got worse. It had taken Ben a little while, but after two weeks he had realized that he was looking an awful lot at Gwen's hair. Oh, there had been the initial glance when he had noticed she had changed it, but that wasn't anything like how he stared now. It was stupid, really. Utterly pathetic. And it was gross too. He didn't care about hair! And yet still he stared at Gwen's stupid hair — before he remembered that he was Ben Tennyson, who didn't care about hair, and that she was Gwen and therefore icky. That didn't stop him wanting to run his fingers through it, or nuzzle himself in it, and he would never admit those desires to anyone. It made him feel like a dweeb and a loser for liking hair so much. He wasn't a creep and a weirdo, and he didn't stare at hair! And then the smell hit him, and Ben felt dizzy. Gwen's hair smelt fruity! Deliciously so, and Ben almost growled in frustration, instead settling for merely gritting his teeth. When he realized exactly _what_ fruit it smelt like, Ben felt his irritation rise, sure that Gwen had decided to use strawberry — his favorite fruit flavor — scented shampoo just to taunt him. It made him want to throw up.

In the end, it wasn't even any of that which tripped him up. Gwen hadn't caught him stopping to enjoy the scent of her hair, or trying to wipe his sweaty palms after she had grinned at him, or enjoying the view of her smooth stomach when her shirt had ridden up as she stretched. No, she had caught him staring at her lips. They had been distracting him the most lately, more than even her hair. They looked soft, and pink, and really quite wonderful and Ben had found himself wondering what it would be like to have those lips against his — purely because he had never kissed a girl before and the interest was academic, of course. He was Ben, and he would never _seriously_ think that about Gwen. Why would anyone actually want to kiss _Gwen?_ She was gross, after all. Still he sighed. It was becoming harder every day to believe that, no matter how much he wanted to.

Gwen had knocked him out of his daze, then, by asking the question "Thinking about Kai, Ben?"

The question had flustered Ben, partly because he had been caught staring (although Gwen didn't seem to have noticed), partly because Gwen couldn't have been more wrong. He hadn't really thought about Kai Green in… well… ever. Sure, she could be pretty enough, he supposed, but when they had left her behind on their first summer road-trip Ben had barely given her a second thought. He wasn't sure where Gwen had got the notion of something deeper and more abiding between them. He had been ten years old at the time!

He had denied it, of course, because it was true. Sure he had stammered, but he _hadn't_ actually been thinking about Kai. The notion was almost preposterous, and Ben was relieved that Gwen hadn't guessed what he'd _really_ been thinking about. He hadn't even noticed that a wide grin had crept its way onto his face until Gwen had teased him for it, making him blush. Gwen's knowing grin — despite the fact that she really couldn't be more wrong — did not make him feel any better about the situation, and he had made a hasty retreat.

It was becoming a bad habit of Ben's to stare at her lips, and although she hadn't yet caught him again Ben knew it was only a matter of time. To that end, he had come up with a plan. Surely, he reasoned, if he knew what her lips tasted like he would be able to stop daydreaming about them. That would surely work, because of course he was merely curious about her lips — it didn't go any deeper than that. So while Gwen was out he had stolen her combined lip gloss/balm. "What kind of a stupid name is Lip-Smackers?" he had asked out-loud. Nevertheless, making sure no one would see him, he tried a bit, did his best to make the tube look normal again, and snuck back to where he had been before Gwen returned.

His plan hadn't worked. If anything it had made the situation worse. Suddenly Ben found it much more difficult to argue with her, or even keep focused on being mad at her. It was if he had become addicted to the taste of her lip balm after a single try, and Ben wanted more, and wanted to not want more. Instead of being able to get over his curiosity for the taste of her lips, he had instead been inflamed with a desire to keep tasting them. Now he was a nervous, sweaty creep who couldn't stop staring at his gross cousin's lips instead of the bold savior of the Earth he was supposed to be.

It made Ben want to hit Gwen for how she was making him feel, and that, for some reason, made him feel guilty, which in turn made him want to hit her more. Why would he ever feel guilty about wanting to hit his dorky cousin? They argued and insulted each other all the time — or at least they had used to. They had even fought physically, so surely wanting to hit her now was no different. Yet it _felt_ different to Ben; a _bad_ kind of different, and that made him mad. Now he couldn't even be properly mad at Gwen.

Another week passed, and Ben had started experiencing sleepless nights, doing nothing but staring at the ceiling and trying to will himself to sleep as his cousin and grandfather dozed peacefully. Hours and hours, and all that time spent staring at the ceiling was definitely _not_ anything to do with Gwen… thinking over their interactions… picturing her laugh… fantasizing about her–––

No! They were one-hundred percent _nothing to do with Gwen._ It was other girls he fantasized about. They were fantasies that most certainly did not involve red hair, or green eyes. Of that Ben was quite confident, and he would tell you so.

It was about the end of the third week that Ben started suspecting more sinister reasons for his sudden loss of bodily control. Perhaps, he thought, Gwen had put some sort of freaky, creepy curse on him at the start of the trip as some sort of prank or joke. She could do magic, after all, or something that might as well have been magic. He was sure she could do curses. And it seemed just like something Gwen would do — make him feel funny around her just because she could. She was probably giggling over how much he squirmed whenever his back was turned. She would absolutely turn him into a running joke. It made sense.

…At the same time it didn't. Why would Gwen curse him, especially at the start of the summer? They hadn't seen each other for a few months, and they didn't hold onto grudges against each other for that long. He hadn't thought so, at least. Maybe he had done something recently to her? But she had never given the slightest hint that she was anything other than completely happy with him. Maybe it _was_ a prank?

Ben was just about ready to accuse her of cursing him when he stopped to consider an alternate scenario. What if she _hadn't_ cursed him? He wasn't even that sure that she had… and her reaction if he accused her of cursing him when she really hadn't… Well, it would certainly ruin the good mood between them, even if it was a bit one-sided. Besides, if he accused her of cursing him he'd have to explain why, and if she _hadn't_ then Ben would be admitting to all the weird things she made him feel, and Ben shuddered in horror. No, it was probably best to leave the issue alone.

If she hadn't cursed him, he was at a loss for why he was feeling all these things. Why would they be happening? Unless… Ben had read about similar things on the internet, and suddenly a new possibility emerged. It filled Ben's stomach with ice. There was no way… It simply wasn't possible… He couldn't be _crushing_ on her. That just wasn't an option. That would be gross. There was no way that he, Ben Tennyson, inter-planetary hero, savior of the galaxy (well, sort of) could have a crush on his dorky, boring, geeky, dweeb of a cousin. It was just inconceivable. It was disgusting — it repulsed him on so many levels. And yet…

An image of her smiling wildly at him — red hair blowing freely and happily in the wind, beautiful green eyes sparkling with joy — floated into his mind, and Ben felt himself fill with contentment at the image, before he abruptly realized what he was imagining and shook the image away in disgust. Almost as soon as it had been dispelled, however, another took its place, of a shy Gwen nervously taking his hand, and Ben felt his heart nearly flip-flop out of his chest, like a fish out of water. He felt dazed and flustered, and a part of him was deeply troubled that he couldn't banish the images away.

Sleep did not come to him again that night.

Maybe, he concluded the next morning, if he ignored it all it would go away. It had worked for more than a few of his problems — why wouldn't it work now? So Ben began the fourth week of the trip ignoring Gwen completely, or at the very least interacting with her a great deal less. He didn't seek her out for conversation, didn't prank her, didn't even make jokes at her expense. Even when he was forced to talk to her — like asking about food or where the television remote was — he never strayed in conversion. Even then, he kept his responses minimal, if not outright grunts. Whenever Gwen made an effort to move beyond such mundane things in conversation, Ben would do his best to show that he was not interested, and he succeeded, for after three days she gave up completely, ignoring him too. By the fourth day Ben's plan had seemed to work. His palms weren't sweating and his heart wasn't galloping. He felt normal again! He felt like cheering, celebrating, dancing around the RV, doing any number of things just to commemorate his victory over stupid feelings. There was nothing that could bring his mood down!

…At least until the sixth day. By the sixth day, Gwen had grown fed up with this new quiet attitude from Ben, but had moved past annoyance and anger into concern. Something must have been wrong with Ben, she reasoned, for him to be so distant and so reserved with her. So Gwen did what she always did. She moved to confront Ben.

The redhead made her approach while Ben was distracted with his video games, standing in front of him while he lay on his bed and glaring down at him. "What is _up_ with you?" Gwen demanded. _"Why_ have you been avoiding me this past week?"

Ben was sorely tempted to point out that it wouldn't be a week for another thirty-six (or so) hours, but his willpower prevailed and he held the comment back, instead calmly replying "I haven't been avoiding you," while he continued playing his game, not looking at her. He did his best to ignore her presence over him, not letting his body get out of control like it had been before the start of the week. Gwen clearly wasn't having any of his non-responses, however, and grabbed the game out of his hands, tossing it into a pile of clothes on the other side of the RV. "Hey!" Ben exclaimed indignantly, but Gwen merely grabbed his shoulders and forced him to look at her glowering figure.

"What is wrong?" she asked forcefully, and Ben finally looked into her eyes. It was a mistake, as now Ben could see beyond the anger and annoyance in her eyes to the deep hurt she was feeling, and the unasked question floating between them: _'What did I do wrong?'_ Ben wanted to tell her it was nothing that she'd done, but couldn't find the words.

"N-Nothing," he stammered, all the feelings that he thought he'd banished slowly seeping back into him, his heart echoing in his own ears.

"If it was nothing you wouldn't be acting so guilty," Gwen stated.

Ben couldn't find a reply to that. He couldn't exactly tell her what the problem was. He just wanted her to leave him alone, wanted things to go back to normal… wanted her to take her hands off his shoulders! It felt like they were burning him, and it was becoming increasingly intolerable every second that they remained there. In a futile effort he diverted his eyes from hers. "Just let me get back to my game," he muttered.

" _Ben!_ " she exclaimed in exasperation. Then she sighed, and instead grabbed his legs and flipped them around so that they were hanging off the bed, prompting Ben to sit up in surprise while Gwen instead dropped herself down, cross-legged and facing him. Ben felt his heart-rate rise immediately and began panicking. No, no, _no!_ This was exactly what was _not_ supposed to happen! This was the worst possible situation. She sighed again. "Look, I know we don't always get along, but I… I-I care about you, okay?" she told him. "I-If you need to talk…" she gulped. "Y-Y'know I'm here for you, r-right?"

Ben steeled himself to tell her rather rudely to go away and leave him alone when he made the mistake of looking back up into her face. It was all there, so plain even he could see it. She was confused and frustrated, but worst of all he could see the deep hurt in her features. He had noticed it before, but now, in their closer proximity and in this particular lighting, it seemed somehow magnified so that it actually seemed to physically pain Ben. They had been getting along so well in the past few weeks, and yet suddenly he had become cold and distant to her without a word or gesture? Gwen looked as torn up as he had ever seen her. How could he hurt her again now? And despite all of that all of it looked so incredibly _cute_ on her face that Ben was inexplicably drawn to it, and it must have put him into some hypnotic trance, because one second he was opening his mouth to apologize or explain or say _something_ to her and then the next his lips were on hers, and it was so wonderful that Ben didn't ever want it to end. And then he was gasping in horror and pulling away from her, and reality reasserted itself in the harshest manner possible.

Ben watched her eyes widen in surprise as she registered what he had done, and slowly he felt a dawning sense of despair and dread come over him as he too realized what had transpired. Her hand moved to her lips, and Ben knew it was too much to wish that she had somehow not realized what had happened. He felt his heart jerk in panic, and could feel himself begin to hyperventilate.

His lips moved to apologize, but nothing came out except croaks and incoherent squeaks that were probably the stupidest sounds he had ever made. He had to get away, had to get some space to think. It was all too much. His hands and feet barely found purchase on the bed as he scrambled to get off of it, and he didn't even realize when he tripped on the blanket and fell to the floor, sprinting to get away. He hurled himself into the bathroom and threw the door shut, forcing the lock shut as securely as it would go.

As he slowly gained control over his voice, the first words that came out were curses. Why had he done that? Of all the stupid things he'd ever done, this was perhaps the stupidest of all of them. Gwen was among his greatest allies — probably his best friend — and he had just thrown all of that away on an impulse!? She was his prim and proper cousin, and how could he ever expect her to like _him_ that way? She was always talking about how disgusting he was, and now he had gone and _kissed_ her? She would never forgive him.

He could feel his heart thumping like a vicious drumbeat against the inside of his ribcage, and his stomach swirled as if he was about to throw up. His fingers and hands shook, and he forced them to grip the sides of the sink to keep them under control. He looked in the mirror and unconsciously licked his tingling lips, absently noting how they tasted faintly of the cotton-candy she had been eating, instead of the strawberry lip gloss he had expected. They were even better than he had imagined and he groaned. They'd been so soft too, and Ben could hardly believe how amazing Gwen had felt…

But why oh why had he gone and _kissed_ her? He thumped his head angrily against the wall. He was only lucky that Grandpa had been driving at the time — what if he had seen them? He could scarcely imagine the reaction he'd get. But what if Gwen told Grandpa? Maybe she would wait to confront Ben first, and he would be able to convince her not to tell him. If she told Grandpa, Ben's summer trip would probably be cancelled entirely, and he'd be driven straight back to his parents. He'd probably never be allowed around Gwen again, and that thought made his heart ache, no matter how much he resented it for that. He groaned again and slumped against the wall. How could he have been so stupid?!

A knock against the door almost made Ben jump out of his skin and scream, but he just barely managed to repress that reaction. "Ben?" Grandpa's voice came through the door, and Ben felt himself calm slightly before he realized that he did not actually want to talk to Grandpa Max, considering that his grandfather was probably plotting a route back home right now. He hadn't even realized the Rust Bucket had stopped.

He tried to sound as casual and unconcerned as possible when he answered. "Yeah?" His venture failed when his voice cracked a little bit, and he was sure there was an edge of panic in it too.

"We're making a quick pit-stop at the gas station before we get back on the road," Max said, and Ben felt himself go weak with relief that Gwen hadn't ratted him out — yet. "Do you need anything?"

"Uh, n-no thanks," Ben replied, still shaky.

There was a brief pause outside the door, as if Max knew that Ben wasn't quite alright, before he replied. "Okay then." And then the footsteps retreated, leaving Ben on his own again, trying to think of a way out of his predicament.

Only a few minutes later, however, there was a soft knock on the door, and Ben froze, trying to stay as silent as possible. "Ben?" Gwen's voice came through the door, and Ben held his breath. Was he wrong in thinking that Gwen's voice had sounded unusually timid when she had spoken? No, that must have been his imagination. What would she have to be timid about, now that she could blackmail him into doing anything she wanted? The anxious feeling in his stomach came back worse than ever, and Ben still didn't answer. "Ben… I-I know you're still in there," Gwen stated.

Ben did his best to swallow nervously, but he couldn't quite get his throat to cooperate. "L-Leave me alone," he said, hoping that Gwen would take the hint and have pity on him. Surely all the times he had saved her life would earn him just this small comfort, this last fragment of dignity? The silence dragged on, and Ben began to hope that maybe Gwen really _had_ gone away and left him alone as he'd asked.

Then there was a whisper through the door.

"I'm not mad at you," she said quietly.

That brought Ben up short. She wasn't mad? What?

"…what?" he asked.

"I-I'm not mad," she repeated, this time a little louder. "Can you open the door?"

Weakly, Ben stood and undid the locking latch, turning the handle just slightly and edging the door ajar — just enough to peek at her through. All of a sudden, their identical eyes met, and Ben felt overwhelmed again. No, he couldn't do this. He would have slammed the door shut, but Gwen moved quicker and jammed it open. Their hands met on the door frame, and Ben felt his heart jolt painfully.

"Ben… I-I–––" Gwen started.

"I'm really sorry!" Ben blurted abruptly, and Gwen's expression turned surprised. "I never should have done it, and I know you hate me, and I know we can never go back to being what we were, and I'm really sorry, and I hope you can forgive me, but I couldn't stop myself, and I've been thinking about you for weeks, and you've been driving me crazy, but it's a good kind of crazy, and I think I like it, and your hair smells wonderful, and your lips are really nice, but I know you would never want me to kiss you, and I know we're just cousins, but I couldn't help it, and I–––" Ben rambled, blurting things he had never meant to say to her, before something unexpected and shocking cut him off: Gwen's lips.

As quickly as they had come, all thoughts of being sent home, of blackmail, and of begging Gwen not to tell on him vacated his head as he got used to the sensation of his cousin's soft, sensitive lips pressing against his. Gwen moved against him, and he returned the gesture, before she slowly pulled away with a dazed look on her face. The absence of her lips made Ben's heart ache.

He stared at her, not quite able to believe what had happened. "I've been kinda thinking about you too," Gwen said in a breathless rush, her cheeks pinking but not eliminating the huge grin that stretched across her face that Ben knew he shared.

Well, maybe he _did_ have a crush on his cousin, he admitted, and maybe that wasn't a bad thing. Suddenly all these new feelings and changes didn't seem quite so repugnant at all.

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 **Slightly rewritten 2017.7.10.**

 **A/N — Read and review! Reviews make authors happy. Don't let this author cry.  
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